WELLS CAPITAL MANAGEMENT INCORPORATED INVESTMENT SUB-ADVISORY AGREEMENT WELLS FARGO FUNDS TRUST Adjustable Rate Government Fund Asia Pacific Fund California Limited-Term Tax-Free Fund California Tax-Free Fund California Municipal Money Market Fund...
APPENDIX A
XXXXX CAPITAL MANAGEMENT INCORPORATED
INVESTMENT SUB-ADVISORY AGREEMENT
XXXXX FARGO FUNDS TRUST
Adjustable Rate Government Fund
Asia Pacific Fund
California Limited-Term Tax-Free Fund
California Tax-Free Fund
California Municipal Money Market Fund
Capital Growth Fund
Cash Investment Money Market Fund
Classic Value Fund1
Colorado Tax-Free Fund
Common Stock Fund
Conservative Allocation Fund
Core Equity Fund2
Disciplined Global Equity Fund3
Disciplined U.S. Core Fund4
Disciplined Value Fund5
Discovery Fund
Diversified Capital Builder Fund
Diversified Income Builder Fund
Diversified International Fund
Emerging Markets Equity Fund
Endeavor Select Fund
Enterprise Fund
Global Opportunities Fund
Government Money Market Fund
Government Securities Fund
Growth Balanced Fund
Growth Fund
Growth Opportunities Fund6
Health Care Fund
Heritage Money Market Fund
High Income Fund
High Yield Bond Fund
Income Plus Fund
Index Asset Allocation Fund
Intermediate Tax/AMT-Free Fund
International Equity Fund
Large Cap Growth Fund
Managed Account CoreBuilder Shares Series G
Managed Account CoreBuilder Shares Series M
Mid Cap Growth Fund7
Minnesota Money Market Fund
Minnesota Tax-Free Fund
Moderate Balanced Fund
Money Market Fund
Municipal Bond Fund
Municipal Cash Management Money Market Fund
Municipal Money Market Fund
National Tax-Free Money Market Fund
New Jersey Municipal Money Market Fund
New York Municipal Money Market Fund
North Carolina Tax-Free Fund
Omega Growth Fund
Opportunity Fund
Pennsylvania Municipal Money Market Fund
Pennsylvania Tax-Free Fund
Precious Metals Fund
Premier Large Company Growth Fund
Prime Investment Money Market Fund
Short Duration Government Bond Fund
Short-Term Bond Fund
Short-Term High Yield Bond Fund
Short-Term Municipal Bond Fund
Small Cap Growth Fund8
Small Cap Value Fund
Small Mid/Cap Value Fund
Special Mid Cap Value Fund
Special Small Cap Value Fund
Strategic Large Cap Growth Fund
Strategic Municipal Bond Fund
Traditional Small Cap Growth Fund
Treasury Plus Money Market Fund
Ultra Short-Term Income Fund
Ultra Short-Term Municipal Income Fund
WealthBuilder Conservative Allocation Portfolio
WealthBuilder Equity Portfolio
WealthBuilder Growth Allocation
WealthBuilder Growth Balanced Portfolio
WealthBuilder Moderate Balanced Portfolio
WealthBuilder Tactical Equity Portfolio
Wisconsin Tax-Free Fund
100% Treasury Money Market Fund
Most recent annual approval by the Board of Trustees: March 25, 2011
Appendix A amended: May 18, 2011
SCHEDULE A
XXXXX CAPITAL MANAGEMENT INCORPORATED
INVESTMENT SUB-ADVISORY AGREEMENT
FEE AGREEMENT
XXXXX FARGO FUNDS TRUST
This fee agreement is made as of the 27th day of March, 2009, and is amended as of the 18th day of May, 2011, by and between Xxxxx Fargo Funds Management, LLC (the “Adviser”) and Xxxxx Capital Management Incorporated (the “Sub-Adviser”); and
WHEREAS, the parties and Xxxxx Fargo Funds Trust (the “Trust”) have entered into an Investment Sub-Advisory Agreement (“Sub-Advisory Agreement”) whereby the Sub-Adviser provides investment management advice to each series of the Trust as listed in Appendix A to the Sub-Advisory Agreement (each a “Fund” and collectively the “Funds”).
WHEREAS, the Sub-Advisory Agreement provides that the fees to be paid to the Sub-Adviser are to be as agreed upon in writing by the parties.
NOW THEREFORE, the parties agree that the fees to be paid to the Sub-Adviser under the Sub-Advisory Agreement shall be calculated as follows on a monthly basis by applying the annual rates described in this Schedule A to Appendix A for each Fund listed in Appendix A.
The Sub-Adviser shall receive a fee as described in this Schedule A to Appendix A of the assets of the Conservative Allocation Fund, Growth Balanced Fund and Moderate Balanced Fund and from each WealthBuilder Portfolio for providing services with respect to which Master Trust Portfolios (or, in the case of the WealthBuilder Portfolios, other unaffiliated funds) these Funds will invest in and the percentage to allocate to each Master Portfolio or unaffiliated fund in reliance on Section 12(d)(1)(G) under the Act, the rules thereunder, or order issued by the Commission exempting the Fund from the provisions of Section 12(d)(1)(A) under the Act (a “Fund of Funds structure”).
The net assets under management against which the foregoing fees are to be applied are the net assets as of the first business day of the month. If this fee agreement becomes effective subsequent to the first day of a month or shall terminate before the last day of a month, compensation for that part of the month this agreement is in effect shall be subject to a pro rata adjustment based on the number of days elapsed in the current month as a percentage of the total number of days in such month. If the determination of the net asset value is suspended as of the first business day of the month, the net asset value for the last day prior to such suspension shall for this purpose be deemed to be the net asset value on the first business day of the month.
SCHEDULE A
XXXXX CAPITAL MANAGEMENT INCORPORATED
INVESTMENT SUB-ADVISORY AGREEMENT
FEE AGREEMENT
XXXXX FARGO FUNDS TRUST
|
Funds Trust Funds |
Fee as % of Avg. Daily Net Assets |
||
|
Adjustable Rate Government Fund |
First 100M Next 200M Next 200M Over 500M |
0.20 0.175 0.15 0.10 |
|
|
Asia Pacific Fund |
First 100M Next 100M Over 200M |
0.65 0.55 0.45 |
|
|
California Limited-Term Tax-Free Fund |
First 100M Next 200M Over 300M |
0.15 0.10 0.05 |
|
|
California Tax-Free Fund |
First 100M Next 200M Next 200M Over 500M |
0.20 0.175 0.15 0.10 |
|
|
California Municipal Money Market Fund |
First 1B Next 2B Next 3B Over 6B |
0.05 0.03 0.02 0.01 |
|
|
Capital Growth Fund |
First 100M Next 100M Next 300M Over 500M |
0.35 0.30 0.20 0.15 |
|
|
Cash Investment Money Market Fund |
First 1B Next 2B Next 3B Over 6B |
0.05 0.03 0.02 0.01 |
|
|
Classic Value Fund9 |
First 100M Next 100M Next 300M Over 500M |
0.35 0.30 0.20 0.15 |
|
|
Colorado Tax-Free Fund |
First 100M Next 200M Next 200M Over 500M |
0.20 0.175 0.15 0.10 |
|
|
Common Stock Fund |
First 100M Next 100M Over 200M |
0.45 0.40 0.30 |
|
|
Conservative Allocation Fund |
First 250M Over 250M |
0.10 0.05 |
|
|
Core Equity Fund10 |
First 100M Next 100M Next 300M Over 500M |
0.35 0.30 0.20 0.15 |
|
|
Disciplined Global Equity Fund11 |
First 200M Over 200M |
0.35 0.30 |
|
|
Disciplined U.S. Core Fund12 |
First 100M Next 200M Over 300M |
0.25 0.20 0.15 |
|
|
Disciplined Value Fund13 |
First 100M Next 200M Over 300M |
0.25 0.20 0.15 |
|
|
Discovery Fund |
First 100M Next 100M Over 200M |
0.45 0.40 0.35 |
|
|
Diversified Capital Builder Fund |
First 100M Next 200M Next 200M Over 500M |
0.35 0.30 0.25 0.20 |
|
|
Diversified Income Builder Fund |
First 100M Next 200M Next 200M Over 500M |
0.35 0.30 0.25 0.20 |
|
|
Diversified International Fund |
First 200M Over 200M |
0.45 0.40 |
|
|
Emerging Markets Equity Fund |
First 100M Next 100M Over 200M |
0.65 0.55 0.45 |
|
|
Endeavor Select Fund |
First 100M Next 100M Next 300M Over 500M |
0.35 0.30 0.20 0.15 |
|
|
Enterprise Fund |
First 100M Next 100M Over 200M |
0.45 0.40 0.30 |
|
|
Global Opportunities Fund |
First 100M Next 100M Over 200M |
0.55 0.50 0.40 |
|
|
Government Money Market Fund |
First 1B Next 2B Next 3B Over 6B |
0.05 0.03 0.02 0.01 |
|
|
Government Securities Fund |
First 100M Next 200M Next 200M Over 500M |
0.20 0.175 0.15 0.10 |
|
|
Growth Balanced Fund |
First 250M Over 250M |
0.10 0.05 |
|
|
Growth Fund |
First 100M Next 100M Next 300M Over 500M |
0.35 0.30 0.20 0.15 |
|
|
Growth Opportunities Fund14 |
First 100M Next 100M Over 200M |
0.45 0.40 0.35 |
|
|
Health Care Fund |
First 100M Over 100M |
0.40 0.35 |
|
|
Heritage Money Market Fund |
First 1B Next 2B Next 3B Over 6B |
0.05 0.03 0.02 0.01 |
|
|
High Income Fund |
First 100M Next 200M Next 200M Over 500M |
0.35 0.30 0.25 0.20 |
|
|
High Yield Bond Fund |
First 100M Next 200M Next 200M Over 500M |
0.35 0.30 0.25 0.20 |
|
|
Income Plus Fund
|
First 100M Next 200M Next 200M Over 500M |
0.20 0.175 0.15 0.10 |
|
|
Index Asset Allocation Fund |
First 100M Next 100M Over 200M |
0.15 0.125 0.10 |
|
|
Intermediate Tax/AMT-Free Fund |
First 100M Next 200M Next 200M Over 500M |
0.20 0.175 0.15 0.10 |
|
|
International Equity Fund |
First 200M Over 200M |
0.45 0.40 |
|
|
Large Cap Growth Fund |
First 100M Next 100M Next 300M Over 500M |
0.35 0.30 0.20 0.15 |
|
|
Managed Account CoreBuilder Shares Series G |
0.00 |
||
|
Managed Account CoreBuilder Shares Series M |
0.00 |
||
|
Mid Cap Growth Fund15 |
First 100M Next 100M Over 200M |
0.45 0.40 0.30 |
|
|
Minnesota Money Market Fund |
First 1B Next 2B Next 3B Over 6B |
0.05 0.03 0.02 0.01 |
|
|
Minnesota Tax-Free Fund |
First 100M Next 200M Next 200M Over 500M |
0.20 0.175 0.15 0.10 |
|
|
Moderate Balanced Fund |
First 250M Over 250M |
0.10 0.05 |
|
|
Money Market Fund |
First 1B Next 2B Next 3B Over 6B |
0.05 0.03 0.02 0.01 |
|
|
Municipal Bond Fund |
First 100M Next 200M Next 200M Over 500M |
0.20 0.175 0.15 0.10 |
|
|
Municipal Cash Management Money Market Fund |
First 1B Next 2B Next 3B Over 6B |
0.05 0.03 0.02 0.01 |
|
|
Municipal Money Market Fund |
First 1B Next 2B Next 3B Over 6B |
0.05 0.03 0.02 0.01 |
|
|
National Tax-Free Money Market Fund |
First 1B Next 2B Next 3B Over 6B |
0.05 0.03 0.02 0.01 |
|
|
New Jersey Municipal Money Market Fund |
First 1B Next 2B Next 3B Over 6B |
0.05 0.03 0.02 0.01 |
|
|
New York Municipal Money Market Fund |
First 1B Next 2B Next 3B Over 6B |
0.05 0.03 0.02 0.01 |
|
|
North Carolina Tax-Free Fund |
First 100M Next 200M Next 200M Over 500M |
0.20 0.175 0.15 0.10 |
|
|
Omega Growth Fund |
First 100M Next 100M Next 300M Over 500M |
0.35 0.30 0.20 0.15 |
|
|
Opportunity Fund |
First 100M Next 100M Over 200M |
0.45 0.40 0.30 |
|
|
Pennsylvania Municipal Money Market Fund |
First 1B Next 2B Next 3B Over 6B |
0.05 0.03 0.02 0.01 |
|
|
Pennsylvania Tax-Free Fund |
First 100M Next 200M Next 200M Over 500M |
0.20 0.175 0.15 0.10 |
|
|
Precious Metals Fund |
First 100M Over 100M |
0.40 0.35 |
|
|
Premier Large Company Growth Fund |
First 100M Next 100M Next 300M Over 500M |
0.35 0.30 0.20 0.15 |
|
|
Prime Investment Money Market Fund
|
First 1B Next 2B Next 3B Over 6B |
0.05 0.03 0.02 0.01 |
|
|
Short Duration Government Bond Fund |
First 100M Next 200M Over 300M |
0.15 0.10 0.05 |
|
|
Short-Term Bond Fund |
First 100M Next 200M Over 300M |
0.15 0.10 0.05 |
|
|
Short-Term High Yield Bond Fund |
First 100M Next 200M Next 200M Over 500M |
0.35 0.30 0.25 0.20 |
|
|
Short-Term Municipal Bond Fund |
First 100M Next 200M Over 300M |
0.15 0.10 0.05 |
|
|
Small Cap Growth Fund16 |
First 100M Next 100M Over 200M |
0.55 0.50 0.40 |
|
|
Small Cap Value Fund |
First 100M Next 100M Over 200M |
0.55 0.50 0.40 |
|
|
Small Mid/Cap Value Fund |
First 100M Next 100M Over 200M |
0.45 0.40 0.35 |
|
|
Special Mid Cap Value Fund |
First 100M Next 100M Over 200M |
0.45 0.40 0.30 |
|
|
Special Small Cap Value Fund |
First 100M Next 100M Over 200M |
0.55 0.50 0.40 |
|
|
Strategic Large Cap Growth Fund |
First 100M Next 100M Next 300M Over 500M |
0.35 0.30 0.20 0.15 |
|
|
Strategic Municipal Bond Fund |
First 100M Next 200M Next 200M Over 500M |
0.20 0.175 0.15 0.10 |
|
|
Traditional Small Cap Growth Fund |
First 100M Next 100M Over 200M |
0.55 0.50 0.40 |
|
|
Treasury Plus Money Market Fund |
First 1B Next 2B Next 3B Over 6B |
0.05 0.03 0.02 0.01 |
|
|
Ultra Short-Term Income Fund |
First 100M Next 200M Over 300M |
0.15 0.10 0.05 |
|
|
Ultra Short-Term Municipal Income Fund |
First 100M Next 200M Over 300M |
0.15 0.10 0.05 |
|
|
WealthBuilder Conservative Allocation Portfolio |
0.15 |
||
|
WealthBuilder Equity Portfolio |
0.15 |
||
|
WealthBuilder Growth Allocation Portfolio |
0.15 |
||
|
WealthBuilder Growth Balanced Portfolio |
0.15 |
||
|
WealthBuilder Moderate Balanced Portfolio |
0.15 |
||
|
WealthBuilder Tactical Equity Portfolio |
0.15 |
||
|
Wisconsin Tax-Free Fund |
First 100M Next 200M Next 200M Over 500M |
0.20 0.175 0.15 0.10 |
|
|
100% Treasury Money Market Fund |
First 1B Next 2B Next 3B Over 6B |
0.05 0.03 0.02 0.01 |
|
Most recent annual approval by the Board of Trustees: March 25, 2011
Schedule A amended: May 18, 2011
The foregoing fee schedule is agreed to as of May 18, 2011 and shall remain in effect until changed in writing by the parties.
XXXXX FARGO FUNDS MANAGEMENT, LLC
By: _________________________________________
Xxxxxx Xxxx
Executive Vice President
XXXXX CAPITAL MANAGEMENT INCORPORATED
By: _________________________________________
Xxxxx Xxxxxx
Chief Operating Officer
[1] On May 18, 2011, the Board of Trustees of Xxxxx Fargo Funds Trust approved the merger of the Classic Value Fund into the Equity Value Fund. Pending shareholder approval, the merger will become effective in the third quarter of 2011.
[2] On May 18, 2011, the Board of Trustees of Xxxxx Fargo Funds Trust approved the merger of the Core Equity Fund into the Opportunity Fund. Pending shareholder approval, the merger will become effective in the third quarter of 2011.
[3] On May 18, 2011, the Board of Trustees of Xxxxx Fargo Funds Trust approved the merger of the Disciplined Global Equity Fund into the Intrinsic World Equity Fund. Pending shareholder approval, the merger will become effective in the third quarter of 2011.
[4] On May 18, 2011, the Board of Trustees of Xxxxx Fargo Funds Trust approved the sub-adviser change to the Disciplined U.S. Core Fund. Pending shareholder approval, the sub-adviser change will become effective in the third quarter of 2011.
[5] On May 18, 2011, the Board of Trustees of Xxxxx Fargo Funds Trust approved the merger of the Disciplined Value Fund into the Large Company Value Fund. Pending shareholder approval, the merger will become effective in the third quarter of 2011.
[6] On May 18, 2011, the Board of Trustees of Xxxxx Fargo Funds Trust approved the merger of the Growth Opportunities Fund into the Discovery Fund. Pending shareholder approval, the merger will become effective in the third quarter of 2011.
[7] On May 18, 2011, the Board of Trustees of Xxxxx Fargo Funds Trust approved the merger of the Mid Cap Growth Fund into the Enterprise Fund. Pending shareholder approval, the merger will become effective in the third quarter of 2011.
[8] On May 18, 2011, the Board of Trustees of Xxxxx Fargo Funds Trust approved the merger of the Small Cap Growth Fund into the Emerging Growth Fund. Pending shareholder approval, the merger will become effective in the third quarter of 2011.
[9] On May 18, 2011, the Board of Trustees of Xxxxx Fargo Funds Trust approved the merger of the Classic Value Fund into the Equity Value Fund. Pending shareholder approval, the merger will become effective in the third quarter of 2011.
[10] On May 18, 2011, the Board of Trustees of Xxxxx Fargo Funds Trust approved the merger of the Core Equity Fund into the Opportunity Fund. Pending shareholder approval, the merger will become effective in the third quarter of 2011.
[11] On May 18, 2011, the Board of Trustees of Xxxxx Fargo Funds Trust approved the merger of the Disciplined Global Equity Fund into the Intrinsic World Equity Fund. Pending shareholder approval, the merger will become effective in the third quarter of 2011.
[12] On May 18, 2011, the Board of Trustees of Xxxxx Fargo Funds Trust approved the sub-adviser change to the Disciplined U.S. Core Fund. Pending shareholder approval, the sub-adviser change will become effective in the third quarter of 2011.
[13] On May 18, 2011, the Board of Trustees of Xxxxx Fargo Funds Trust approved the merger of the Disciplined Value Fund into the Large Company Value Fund. Pending shareholder approval, the merger will become effective in the third quarter of 2011.
[14] On May 18, 2011, the Board of Trustees of Xxxxx Fargo Funds Trust approved the merger of the Growth Opportunities Fund into the Discovery Fund. Pending shareholder approval, the merger will become effective in the third quarter of 2011.
[15] On May 18, 2011, the Board of Trustees of Xxxxx Fargo Funds Trust approved the merger of the Mid Cap Growth Fund into the Enterprise Fund. Pending shareholder approval, the merger will become effective in the third quarter of 2011.
[16] On May 18, 2011, the Board of Trustees of Xxxxx Fargo Funds Trust approved the merger of the Small Cap Growth Fund into the Emerging Growth Fund. Pending shareholder approval, the merger will become effective in the third quarter of 2011.
